The Thing About Beautiful Women
by Liam2
Summary: ...is everything they say and do can be perverted and sexualized by typical males. Sarah Walker and Ellie Bartowski have long known this. But being decent women, they don’t always notice the effect they have on the lesser gender.
1. In Their Clothes

...is that everything they say and do can be perverted and sexualized by typical males. Sarah Walker and Ellie Bartowski have long known this. But being decent women, they don't always notice the effect they have on the lesser gender.

Some of these scenarios are strange, others perverted, and some kinda sweet. I've been dabbling with these off and on for a while now. Thought I'd finally share.

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The Thing About Beautiful Women...

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Part One: In Their Clothes

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Chuck loved their cover sleepovers. Not merely for the fact that a beautiful woman would share his bed for the night either. But cover sleepovers offered him a chance to see Sarah when she, quite literally, could put her hair down.

She was just a naturally beautiful woman, he decided for the thousandth time. Already in bed, he propped his pillows against the headboard and leaned back, ready to observe the show that was Sarah Walker exiting his bathroom.

His breath actually caught. Very rarely was Chuck afforded an opportunity to see Sarah Walker, the girl, and not Sarah Walker, the agent. Right now he was seeing the former.

Sarah stepped into his bedroom wearing a baggy t-shirt. And not just any baggy t-shirt. It was one of his most treasured t-shirts, a remnant from his father. It was his Huey Lewis concert t-shirt. Faded from time, hundreds of washings and use, but Sarah gave it new life. Of course, there was the rest…

Her face was completely scrubbed clean of makeup, leaving her looking fresh and youthful. Her eyes sparkled, obviously relaxed and content with her surroundings. Her hair was pulled loose and was freshly washed and brushed, making it look incredibly soft and finger-brush-through-worthy. She brushed her teeth, a little trail of toothpaste dripping down the corner of her mouth towards her chin.

She looked absolutely adorable.

"Wbb gnna wtchya moovee tnghth or sumtheeng?"

Chuck snapped back to focus. "Huh?"

Sarah held up a finger. Wait a moment. She disappeared into the bathroom where Chuck heard her spit into the sink. Water flowed a moment, followed by another spit. When she returned, dabbing her mouth with a washcloth, she asked again, "We gonna watch a movie tonight or something?"

"Oh yeah. I just got a new video from Netflix. Wall-E."

"Wally?" Sarah asked. "Is it any good?"

"I think you'll find it...poignant."

Sarah quirked her brow curiously. "O-kay," she drawled. "Why don't I grab some treats?"

"I'll get them," Chuck declared, sliding off the bed. "Why don't you pop the movie in and get comfortable?"

Sarah brushed a few stray strands of hair behind her ear and smiled shyly. "Okay." As Chuck moved to leave, she called out, "Chuck?"

"Yeah?"

"Do you have any root beer?" she asked.

Chuck grinned. "One root beer float, coming right up." Sarah shared his smile.

God, he really loved it when she let her hair down.

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Devon was continually amazed. She really had no idea. As bright as she was, it almost seemed impossible. But alas, she was absolutely clueless the effect it had on him.

There is just something so damn sexy about the woman you love wearing your clothes.

In the winter months it was his sweatshirts. He particularly loved it when she commandeered his UCLA sweater. It had shrunk a bit over the years from so many washes, now a tight fit for him. Of course, it was just right for Ellie. A bit tight in the upper regions, clingy to her well proportioned...areas. But then the bottom flared out, ending at about mid-thigh, almost looking like a mini-dress. And when she wore it at night, he loved how she wore only panties underneath. So in the morning, when she was leaning against the sink brushing her teeth, it was so easy to come up behind her and...

In the summer months it was his t-shirts. Thin, flimsy pieces of cotton. So that when she was backlit by the morning sun creeping into their bedroom, Devon was treated to the most gorgeous silhouette.

But Devon had his personal favorite. The first time he saw it was June 14, 2006. Chuck had left early for work, so it was just Devon and his lady-love for breakfast. As he sat at the breakfast table, sipping orange juice and reading the paper, Ellie walked out of the bedroom wearing _IT. _

"Hope you don't mind, sweetie," she had said, "but all my tank tops are dirty, so I borrowed one of yours."

Indeed she did. As if wearing those blue shorts of hers weren't enough. The skintight pair that hugged every curve of the delectable morsel that was her butt. She had to wear one of his old, gray tank tops. And it was...awesome.

Devon was at full attention the moment he saw her. The item was so drastically out of proportion to her upper body. And as such, Devon knew, without question, there _was_ a God. The arm openings were far too big. Opening like a great chasm, Devon was treated to a full, wondrous view of the side of her breasts. Like a dress at the Oscars, Devon tried to fathom how they just didn't fall out the sides. Did she use tape? Surely not. Not at 7 AM. Not with an old tank top.

"Need a refill?" she asked.

It took him a few moments to process the question. "Sure, babe."

Walking to the table, Ellie first filled her own glass of orange juice. And then – more confirmation there was a God – she leaned across the table to fill his glass. Being about three sizes too large, the tank spilled open at the neckline, leaving Devon an unobstructed view of the most marvelous upper torso he'd ever been privy to witness.

"Awesome," he breathed.

"What's that, sweetie?"

Devon shook his head, clearing out the fog. Ellie gasped at the wanton desire she saw in his eyes. He commanded:

"Bedroom. Now."

"Doesn't your shift start in thirty?" Ellie stammered, even as Devon leapt from his seat and circled the table.

"Deakins can cover for me."

In a fluid motion, Devon swept his girlfriend off her feet. Ellie giggled in delight as he carried her into the bedroom.

She _had _to know. There was no way she _couldn't_.

Nearly three years later, Devon wasn't above dirty tricks in his attempts to recreate that moment. He watched Ellie's brow furrow in confusion – God, how adorable was that expression? - as she sorted the laundry.

"Devon? Where are all my tank tops? I swore I put them in the hamper."

"Dunno, babe," he said between bites of his powerbar. "Why don't you wear one of mine in the meantime?"

"I think I might," she said, disappearing into the bedroom to retrieve one.

Well, if she didn't know, Devon wasn't about to tell her. Heaven forbid she suffer some sort of ego trip.

END PART


	2. Misunderstandings

Yeah, this is one of those perverted/strange parts mentioned in part one.

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Part Two: Misunderstandings

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It was a tough mission. Seedy bad guys, assorted gunplay and fisticuffs, and the usual instance of Chuck _not staying in the car_. Sarah Walker needed a drink to wind down. A _big_ one.

So after changing out of her battle gear into more comfortable clothing, she went down to the hotel bar and found her usual position. Thankfully there were no older businessmen to fend off tonight. In fact, the only other person at the bar was another woman – cute, but not pretty – who judging from the way she moped over her drink probably just got stood up.

After a few moments the bartender approached. He was young – maybe college age - and definitely cute. From past experience, she was vaguely aware the boy held a major crush for her, but that didn't factor as she made her drink request.

"What can I get you?" the boy asked as he dried a thick beer mug.

"Can you give me a long sloe comfortable screw?"

The boy shouted "Shit!" as he dropped the heavy mug on his foot. Fighting through the pain, he looked at Sarah wide-eyed, uncomprehending. "Excuse me?"

Sarah apparently didn't realize what she said and simply stared in confusion as the boy lifted up his sore foot and began to rub it. "Oh, I'm sorry. Do you not know how to make it? One measure each of sloe gin, Southern Comfort, and Grey Goose vodka, mixed with three measures orange juice served on the rocks in a large highball glass."

The boy stammered, "Yes, miss," and went to fix the drink.

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On top of her usual duties in the emergency room, once a week Ellie Bartowski worked in the hospital clinic. Friday was such a day.

That morning she already saw three students from the same grade school complaining of colds – which turned out to be strep throat – a couple routine physicals, a skateboarder with a sprained wrist, and a very lovely young woman complaining of rashes on her knees which turned out to be rug burns.

Currently she was with a somewhat handsome man in his mid 30s donning a pair of loose gray sweats. Judging by his uncomfortable demeanor and choice of attire, Ellie quickly surmised his problem probably lay south of the border.

"Hello Mister...Watkins," she said, referencing his file. "What can I do for you today?"

Mister Watkins again shifted uncomfortably. "It's kinda embarrassing," he admitted.

"Mister Watkins, I assure you, whatever problem you might have is nothing I haven't seen before." Mister Watkins didn't seem so sure. Sympathetically, Ellie asked, "Is your problem something you'd be more comfortable discussing with a male physician?"

"I think it'd be just as embarrassing," Mister Watkins said.

Turning to give the man a few moments to brace himself, Ellie grabbed a couple latex gloves from the dispenser. When she turned back, the man was standing with his sweats down around his ankles. Ellie's eyes widened.

"Wow! That thing is _huge_!"

The tiniest of smiles appeared on Mister Watkins' face. He shrugged shyly.

"That may be the biggest I've ever seen!" Ellie continued to gush.

The man nodded slightly, suddenly liking the direction of the conversation. But then:

"Mister Watkins, really, you should have come in sooner. Antibiotics alone won't fix that. I'm gonna have to lance it."

Mister Watkins visibly paled.

"Sir, it can't be helped." Ellie pulled open a door and grabbed a hypodermic syringe. Ripping open its package, she turned to the man. "Now I won't lie, this won't be terribly pleasant, but it is necessary."

After three false starts where Mister Watkins flinched before the needle insertion, Ellie finally completed the task. Slipping the used needle into the red plastic biohazard bin, she exited the room with the promise to return momentarily. True to her word, she returned a couple minutes later, a couple small sample packets in hand.

"This is benzoyl peroxide cream. I have a few sample packets for now, I'll write a prescription for a whole tube. It should go without saying, but apply the cream to the affected area. Be generous with the amount."

Ellie tore open a packet of the cream and applied it to her gloved fingertips. She then proceeded to demonstrate how to apply the medication. After about fifteen seconds, Mister Watkins turned bright red and began to stammer.

"Doctor, I'm so sorry."

Ellie was completely unperturbed by the development which suddenly 'arose'. "It's fine, Mister Watkins. Simple biological response. Nothing to be ashamed of. Honestly, it makes it easier to apply the medication."

A minute later, Ellie finished applying the cream. As Mister Watkins pulled up his sweatpants, she snapped off her gloves, retrieved her prescription pad and filled it out. "Now you'll want to apply it at least twice daily – after you wake up and before bedtime. But honestly Mister Watkins, for a few days, I'd recommend a midday application."

Tearing the prescription slip from the pad, Ellie handed it to Mister Watkins. He accepted it, but continued to stand stiffly in place.

"Is there anything else, Mister Watkins?"

"Uh, which way..." Mister Watkins cleared his throat. "Which way to the restroom?"

"Oh! Down the first hall to your left, third door on the right. Have a good day."

"You too, Doctor," Mister Watkins croaked. Then, holding his folded up jacket before his waist, he quickly exited the room.

END PART


	3. Something In Your Mouth

Okay, this is the final part that I had "In the can", so to speak. So enjoy. I don't know when I'll update it again. It's another perverted one, the title taken from the Nickelback song of the same name.

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Part Three: Something In Your Mouth

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Sarah had to hurry. It was a Wednesday afternoon. Five minutes past three. School let out a few minutes ago, and within the next ten minutes, she'd get a rush of teenage customers.

She tore open a couple packages of Styrofoam bowls and colored plastic spoons and restocked the shelves. Grabbing a rag and bucket of bleach water, she wiped down the main counter and the surrounding tables. She then rechecked the various posters and advertisements to make sure they were displayed properly. It certainly wasn't fun, nor was it substantial, but for a few minutes it actually gave her something to do.

The bell over the door went DING as the first few customers rolled in. As usual, it was a small pack of boys from the junior high down the block.

"Hey guys!" Sarah said with a brightness she didn't quite feel. "What can I do for you today?"

One of the boys in back – a gangly kid with acne around his jawline – mumbled some comment, too low for Sarah to catch but the others plainly did. The other boys giggled and snorted. Sarah just looked at them strangely.

"Is everything okay guys?"

"Oh yeah," the lead boy said. "Things are definitely looking up."

The other boys burst into a new fit of giggles before making their orders. Two chocolates, two oranges, and a vanilla.

The first four orders were simple enough. Grab a bowl, pull a lever, and hello soft serve. But it was the fifth order than caused problems. Lever Number Three, the vanilla machine. The damn, stupid vanilla machine.

As it tended to do two or three times a week, the damn, stupid vanilla machine experienced what Sarah could only describe as a seizure. With an angry hiss and terrible rumble, the machine shook like a miniature earthquake. "No, no, no!" Sarah commanded. "Don't you dare!" But the damn, stupid vanilla machine once again didn't listen.

Like the peak of a mountain exploding to reveal a volcano, the spout of the vanilla machine blew off due to the pressure of a vanilla eruption. In an instant, Sarah's chest, neck, face and hair was covered in thick gobs of white sticky cream. "Oh, come on!" Sarah bemoaned. "Two or three times a week! The damn thing explodes all over my face! Oh, I even got it in my hair!"

When Sarah turned to face her teenage customers, she was greeted by five stunned, aroused faces. But she mistook it for something else.

"I'm fine, guys. It's just an old machine." She then wiped a gob of yogurt from her cheek with a fingertip. Then, much to the boys' enjoyment, she popped the fingertip into her mouth and sucked away the white cream. "Mmm. Tasty. Of course, I like it better in my mouth, not my face."

A smaller, slightly geeky boy in glasses promptly fainted.

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It wasn't a particularly warm day, but it was warm enough. On her lunch break, Ellie retreated down to the hospital commissary and perused the day's menu. Egg salad? Uh, no. Tomato soup? Not in the mood. Or maybe some…what the hell was that anyway?

Ellie stopped. Now _that _is what she wanted. She slid open the freezer door and retrieved a cherry Popsicle.

Meanwhile, across the room, gathered around a table eating their own lunches, were three young interns. Two male, one female: Jerry, Rob, and Lisa.

"Dude," Jerry said, nudging Rob. "Look. It's Doctor Babe-owski."

"Dude," Rob agreed. "She can tell me to turn my head and cough any day."

Lisa simply looked offended. "Show a little respect guys."

"We have plenty of respect for her," Jerry defended. "She's a tremendous doctor."

"We'd just like to be on the receiving end of full body physicals," Rob supplied.

"Yeah," Jerry agreed. "Consider it a compliment. She's sexy in both body _and_ mind."

"Right," Lisa drawled. "Being ogled by you lecherous humps is so terribly flattering."

Before Jerry could respond, Rob elbowed him. "Dude."

Both men stared as Ellie tore the wrapping from the Popsicle. With utmost anticipation – their breathes quickening, their hearts pulsing, their mouths salivating – they watched as the Popsicle slowly arched towards her mouth.

"Oh, do it, do it, do it," Jerry whispered softly, a mantra. Rob couldn't even think to speak. Lisa rolled her eyes.

The long, hard, cool fruit flavored delicacy slipped between Ellie's full, pouty lips. Both men imagined they could hear the hum of approval as the first drops of fruity goodness trickled along her tongue, the vibrations of which radiated along the Popsicle's length.

"Oh damn," Jerry breathed. Rob merely nodded. Lisa pinched the bridge of her nose, fighting back the headache.

"Guys, it's just a Popsicle," she stated.

Jerry looked at her as if she were the stupidest person alive – or the most naive. "Yeah. And sometimes a cigar is just a cigar."

Finally regaining the capacity to speak, Rob concluded, "And sometimes it's a hard, throbbing—"

"Finish that thought and I'm dumping this egg salad on your head," Lisa warned.

"Man," Jerry said dreamily. "I'd give my left arm for one night with her."

"Her fiance is a skilled surgeon," Lisa said. "I'm sure he'd oblige if he heard you say that. Of course, he might not stop at your arm."

Tiny droplets of melting cherry delight dripped down onto Ellie's hand. Complete transfixed – and fully aroused – the men watched as Ellie's tongue darted out and licked away the sweet, cool drops.

"Merciful Jesus," Rob moaned.

"Very rarely have I been so envious of an inanimate object," Jerry said. "Not since my last girlfriend spent more time buying Double A batteries than with me."

Lisa groaned. "Yeah, I needed to hear that."

Ellie's tongue didn't stop at her hand. It went all the way up, trailing along the entire length of the cool treat, lapping up melting droplets, until she was suckling the very tip of the Popsicle. Just when they thought things couldn't get any better…they were right.

Doctor Devon Woodcomb slid into the seat next to his fiancee. After whispering into her ear, eliciting a giggle, Ellie surprised him by thrusting the Popsicle into his mouth. Two more groans were emitted from the interns' table, this time not so aroused.

"Okay," Jerry said. "That ruined it for me."

"I don't know," Lisa hummed. "I think it's finally getting interesting."

END PART


	4. As She Sleeps

_Okay, here's Chapter 4. I also have an idea for Chapter 5, so you could see it sometime soon. As for _The Road to Innocence_, no worries my ferrets. Chapter 19 in currently undergoing revisions. It should be posted on 10/17, give or take a day. Chapter 20 is currently being mapped out. Expect it sometime this month, too. For more information, check out my profile page where I highlight my upcoming projects. _

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Part Four: As She Sleeps

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It was a rare opportunity. During their cover sleepovers, he was always the first to fall asleep. It was though Sarah felt a compulsive need to see him safely asleep before she allowed herself the luxury. And then she was always up before him, doing her routine of pushups and sit-ups.

Not that this was the ideal circumstance to partake in a favorite pasttime. The reason she was asleep now was because the Vicodin knocked her out. And she only took the Vicodin because once more he didn't listen when she tried to keep him from harm's way.

He found himself in trouble and his White Knight once more came to the rescue. She picked a fistfight with two men nearly twice her size and paid the price for it. With a busted lip, black eye, two cracked ribs, and a bruised ego, his hero suffered the consequences for his stupidity.

"I'm sorry," he murmured.

Despite being wounded and drugged, Sarah slurred back, "S'okay." She then curled around on her non-injured side, facing towards him.

He marveled. How could she still appear so beautiful? Even bruised and battered, wearing nothing more than an oversized gray t-shirt – one Chuck believed she might have stolen from him – she was still radiant. And yet Chuck felt tremendous guilt for even thinking of it. It was his fault she was in this condition. He had no right to view her this way, no right to touch her.

But yet he did. On their own volition, his fingers entwined themselves through her golden, silken locks, marveling at the softness. They then trailed down the pale skin of her cheek, mindful to avoid the bruises marring her striking features.

Reacting to his touch, a slight smile curled at her lips and she sighed contently.

She truly was a vision. Despite the pain she must be in, she seemed totally relaxed. The ever present tension that usually affected her features appeared to dissolve at his touch. Was it possible he had the same effect on her as she had on him?

"I love you." The words slipped out before he could think. But he had no desire to take them back. In sleep, her smile deepened and she actually giggled softly.

He continued to watch her. For nearly three hours he simply laid on his side, head propped up on an elbow, his arm having long gone to sleep. He didn't dare move, not wishing to miss a single eye flutter, murmur, or sigh.

Beautiful. Just beautiful.

And when she woke, her blue eyes sought him out. A joyous – and possibly drug loopy – smile appeared on her face. "Hey!" she drawled sleepily. Yeah, still a little drug loopy. Oh well, with a smile like that, he'd take it any way he could get it.

"Hey you," she drawled again. "Ya'kay?"

"I'm fine," Chuck smiled. "How are you?"

"I'm fine." She then whispered, telling him a secret. "You know what? I like Vicodin."

"Who doesn't?"

Sarah giggled yet again. He loved her giggle. "Know what else?"

"What?"

"I like you, too."

Chuck actually blushed. "I think that's the drugs talking."

"Oh no!" Sarah denied. "I liked you long before the drugs. Liked you a whooooole lot." She sighed again, that dopey smile still on her face. "Still sleepy," she murmured. With those blue eyes she gazed at him, pleading. "Be here when I wake up?"

She fell asleep before he could answer. Chuck carefully drew the sheets up to her chin. Once more, his fingers found her hair.

"There's no place I'd rather be."

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In retrospect, Devon had no earthly idea why he ever wanted to buy that washing machine instead of a television. There's no way that washer could ever hope to give him the happiness that TV has.

Not that it really ever mattered what was playing. It was the effect it had on Ellie that made it well worth the price, particularly late at night. Nothing – with the possibly exception of _The New England Journal of Medicine ­_– could put his Eleanor to sleep faster than late night TV.

As they lounged on the couch, it's funny how she always fell asleep in the same position. Curled up, her head using his leg as a pillow, and clutching a throw pillow as if it were a teddy bear. And very gently, so not to disturb her, he would reach for the afghan they kept on the back of the couch and drape it over her slumbering form.

As Ellie snored softly – yes, she was a snorer, not that he'd ever tell her that – Devon would brush his fingers through her dark tresses. He would always get a kick listening to her snores change to contented purrs. She had incredible hair, he decided. So long, dark, and soft. He could do this all night. And on a couple of occasions, he actually did.

Of course, the rest of her wasn't bad either. He loved how her standard pajamas – a gray tank top and boxers – would cling to her curves. He loved her dark, olive skin. He loved trailing his fingers along her arm, connecting the dots between her various freckles and moles, the flickering TV his only guiding light.

He loved how she would sometimes mumble in her sleep. How she would occasionally laugh or giggle. How she would begin to tremble from a nightmare and how a few soft, soothing platitudes whispered into her ear could make the monsters go away.

Man, he really hit a grand slam when he bagged Ellie, that's for sure.

"Awesome," he whispered.

Upon hearing his voice, Ellie slowly roused from sleep. With bleary eyes, she sought out a clock. "Ooh, what time is it?"

"Little past two," Devon answered.

That seemed to wake her a bit. She jumped up and began to refold the afghan. "Why didn't you wake me? Your shift starts at eight!"

"I was comfortable."

Ellie shot him a disbelieving look. "Sitting upright for three hours with me sprawled in your lap? Yeah, right."

"Like I said. Comfortable."

Ellie rolled her eyes and replaced the blanket over the couch. "C'mon, let's go to sleep."

"Don't have to ask me twice."

He accepted the hand Ellie offered and she helped him upright. As they began to walk to the bedroom, Devon grabbed the remote control off the coffee table and clicked off the TV. He smiled as three words came to his mind.

_Best. Investment. Ever. _

END PART


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